What Is a Confidentiality Agreement?

When there are two or more parties involved in a discussion and one of these parties has no prior knowledge of the information pertinent to it, there are a number of “names” that are utilized to address the agreements. This is the basis of a confidentiality agreement. There are other terms that are frequently used such as “Non-Disclosure Agreement,” or “Confidential Disclosure Agreement.” Acronyms that are used are NDA and CDA. It all has the same basic meaning. Regardless of what they are called, they are agreements that a Saratoga intellectual property attorney fully understands. They are contracts and fall under state laws in their application.

How Confidentiality Agreements Are Used

In general, there are two ways in which a confidentiality agreement will be used. One is when a company or employer will ask employees to sign it as part of their employment agreement. A Saratoga intellectual property attorney sees numerous reasons for this. One is to make certain that the employee will not have the freedom to accrue information about the employer and make it available to the competition. The employee does not necessarily have to sell the information to the competition directly, but might tell a friend who tells the competitor. Signing the confidentiality agreement is a statement that the employee won’t give information from inside the company to outsiders. It is typical for this kind of agreement to also apply to information garnered at work that is not the employer’s property. An example is private information from businesses that are working with the employer. It can also be customer information. If the employee confidentiality agreement is well-crafted, that information will be similarly prohibited. With a confidentiality agreement, the employee will be able to provide specific information that was already known and not considered to be confidential. An example is if the potential employee invented a product or came up with an idea before going to work for the company. The potential employee should make a note of the invention and what it entails without revealing the actual invention when crafting the agreement. A second reason for a confidentiality agreement is for the company to sign it with another company. This is called a “company-to-company” agreement. Its goal is to keep information that is given or received or has already been given or received in confidence. This applies to the other companies and individuals who might not be employed by either. This could happen when a potential customer requests that a supplier signs a confidentiality agreement prior to going into detail as to the needs for a new process or product. Another example is if there is a new way to market or a new business plan. This is to keep the supplier from sharing that information with the competition of the disclosing company. These agreements can be very valuable as they have a framework and will protect various kinds of information that is shared. The disclosing party will be assured that the information will not be shared with third parties. This is a protective device for the disclosing party.

Your Saratoga Intellectual Property Attorney Will Explain the Risks

A confidentiality agreement can be complicated as they are often difficult to enforce. However, it is not impossible. These agreements will give certain protections when confidential information is disclosed. A general confidential disclosure agreement will not solve all the problems that can arise with sharing confidential information. It is wise to use discretion and understand that the information can still be placed at risk even if there is a confidentiality agreement. There are grants of ownership and the business or product can be legally registered to give a different form of protection. Short of those, it is key to remember the pitfalls of a confidentiality agreement and take steps to mitigate them. There are ways your Saratoga intellectual property attorney can help you deal with the risks inherent in these agreements. One is to make certain there is legal advice when formulating the agreement. A legal professional with experience in explaining, drafting, and completing these agreements is paramount to it providing full protection. A second is to make sure that the confidential information is given to companies and people who can be trusted even if there is no written agreement that the information cannot be shared. In a rush to complete a deal, some people or companies will embark into a business agreement with people they do not know or trust. This can be risky in a multitude of ways, especially if there is valuable information that must be shared as the foundation of the business arrangement. Knowing who you are doing business with and trusting them is imperative before moving forward.

Contact a Saratoga Intellectual Property Attorney

If you have questions about a confidentiality agreement, call 831.661.0300 to speak to a Saratoga intellectual property attorney at The Freed Law Firm today.